Officer

Glossary Term

Officers of a company have more formal responsibility and authority than rank-and-file employees and are responsible for the management and day-to-day operations of the company.

Chief Financial Officer [CFO]

Glossary Term

A Chief Financial Officer (CFO) is the senior officer responsible for overseeing the financial activities of the entire company.

Cooley Protect – Patent Resource Center

Create and Protect

Cooley Protect is a free resource designed by Cooley’s patent counseling & prosecution team.

Introducing Cooley GO in Asia

Cooley GO in Asia offers the same free founder-focused legal resources and document generators that the US and UK ecosystems have come to trust.

Q1 2023 Quarterly VC Update: Julie Yoo on the State of Venture Capital Investing

Raise

In conjunction with our Q1 Venture Financing Report, I sat down with Julie Yoo of Andreessen Horowitz to get her take on the state of venture capital investing.

Can You Raise Money From Investors Who Are Not “Accredited Investors”?

Raise

This post provides a high-level answer to this question for an entrepreneur who is not an expert in securities law but is trying to figure out whether to include a friend, relative or other potential investor in an upcoming financing round even though the person is not an “accredited investor"

FAQ: Delaware Public Benefit Corporations

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A Delaware public benefit corporation (PBC) is a for-profit corporation intended to produce a public benefit and operate in a responsible and sustainable manner. A PBC must be managed in a way that balances the interests of the company's stockholders, key stakeholders, and a specific public benefit.

25 Considerations in Preparing for an IPO – for Technology Companies

Sell

Whether you're ready to IPO or getting ahead of yourself, it never hurts to read up on our 25 considerations in preparing for your IPO.

Important GDPR Resources

Create and Protect

The new General Data Protection Regulation (GDPR) came into force on May 25, 2018. The changes are far-reaching and require numerous changes to the way businesses handle personal information.

Secretary of State

Glossary Term

The Secretary of State for a US state is generally that state’s chief elections officer, chief corporations officer, and supervisor of state archives.

Organizational Meeting

Glossary Term

The organizational meeting is an initial meeting in which the basic organizational formalities of the corporation are determined.

Certificate of Incorporation

Glossary Term

The Certificate of Incorporation is a legal document that establishes a corporation as a legal entity and contains basic rules for governance of the corporation.

Board of Directors

Glossary Term

The Board of Directors of a company are the people elected by the stockholders to be responsible for the management of the company.

Bylaws

Glossary Term

Formal rules adopted by a corporation that establish how it will be governed.

Delaware Annual Report

Glossary Term

All corporations incorporated in the State of Delaware are required to file an Annual Report and to pay a franchise tax. Most other states have similar requirements

So You Want to Be a “B Corp” — What Does That Mean?

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Many of our clients approach us with some variation of “We want to be a B Corp.” What does that mean exactly?

Who Owns What: Assignment and Ownership of Patents and Applications

Create and Protect

Learn answers to commonly asked questions about patent ownership, such as: Why does patent ownership matter? Who owns a patent developed by employees or service providers? How do I make sure my company owns these patents?

How to Handle Changes on Your Board of Directors

Board and Advisors

Being very clear about exactly who is on your board and when and how each person joined or left your board is important. Learn more about next steps you should consider for departing and new directors.

Running Out of Cash? Your Duties and Options for Winding Down

Sell

Learn about options available to companies when investors have decided not to fund and the company needs to consider winding down.

Secondary Sales of Private Company Stock

Sell

There are several considerations that a private company should take into account when deciding whether to engage in, and how to structure, secondary sales of its stock (also referred to as a liquidity round).

A Guide to Data Protection in the EU

Create and Protect

Regardless of where you are based and where you process personal data, if you process personal data of European or UK citizens, you are likely to be subject to European data protection laws, including the GDPR.

Getting Ready for Your UK IPO

Sell

Once you have decided to seek a listing of your company’s shares by way of an initial public offering, you will want to ensure the process goes as quickly and as smoothly as possible. This article sets out some steps you can take at any early stage to help prepare your company for an IPO.

Process Counts – Board Considerations When Contemplating a Sale

Sell

In addition to your basic fiduciary duties as a board member, here are some additional considerations to think about when bringing your company to market, picking a buyer and negotiating the terms of sale.

Dissolving a Delaware Corporation

Sell

If a corporation’s board of directors decides that the business needs to be wound down, there are a number of legal paths to consider. Determining the best approach is fact-dependent, and the corporation and its board should get legal advice before making a decision.

Opportunities for Small Businesses in the Government Market

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Opportunities abound for emerging companies to sell their products and services to government customers and to take advantage of available federal funding. But the government is not just another customer or business partner.

So You Owe Thousands of Dollars in Delaware Franchise Tax?

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All Delaware corporations have to pay an annual franchise tax to the state. If you’ve received a notice from the State of Delaware saying that your small startup owes tens of thousands of dollars in franchise tax, do not panic.

Limited Liability Companies (LLC): The Basics

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Learn the basics about what LLCs are, how they differ from S corporations and partnerships, and when you might want to use one.

25 Considerations in Preparing for an IPO

Sell

Whether you're ready to IPO or getting ahead of yourself, it never hurts to read up on our 25 considerations in preparing for your IPO.

How to Choose Your Corporate Name

Start

After brainstorming for hours and asking all of your friends and colleagues for feedback, you’ve finally come up with the perfect name. However, when selecting a corporate name, you need to keep these questions in mind.

Your Duties as a Director:
The Basics

Board and Advisors

When you’re wearing the director “hat”, make sure to be mindful of your fiduciary duties to limit potential personal liability. This is a complex area of the law, but here are some of the basics.

Should You Have Founder Shareholder Agreements?

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Most high growth companies that are set up for venture capital funding don’t use a stockholder agreement.

What Decisions Need Approval From Your Board of Directors?

Board and Advisors

While the board of directors delegates to officers of a corporation (such as the president), the authority to manage “day-to-day” matters, material actions require prior board approval.

Why and How Do You Maintain a Corporate Minute Book?

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It is extremely important to keep excellent records. Over the life of your company, you will be asked on any number of occasions to provide evidence of Board approval of certain actions.

What Do You Absolutely Need in Your Contractor Agreements?

Build a Team

Many companies hire contractors so they can have more hands on deck during busy times without the ongoing commitment of hiring employees. Contractors also can provide specialized expertise that can be difficult to fill from the employee workforce.

What You Need to Know About Board Meetings and Record Keeping

Board and Advisors

Proper preparation for board meetings and good record keeping practices can protect you and save you money.

Corporations: The Basics

Start

Learn the basics about what a corporation is before you decide what entity your business should take.